EXHIBIT (d)(6)
THE PRUDENTIAL SERIES FUND, INC.
(Diversified Conservative Growth Portfolio)
SUBADVISORY AGREEMENT
Agreement made as of this ___ day of ________, 1999, between The
Prudential Insurance Company of America (the "Manager"), a New Jersey insurance
company, and Franklin Advisers, Inc. (the "Adviser"), a company organized under
the laws of California.
WHEREAS, the Manager has entered into a management agreement (the
"Management Agreement") with The Prudential Series Fund, Inc. (the "Fund"), a
Maryland corporation and a diversified open-end management investment company
registered under the Investment Company Act of 1940 (the "1940 Act"), pursuant
to which the Manager will act as manager of the Fund.
WHEREAS, shares of the Fund are divided into separate series or portfolios
(each a portfolio), each of which is established pursuant to a resolution of the
Directors of the Fund, and the Directors may from time to time terminate such
portfolios or establish and terminate additional portfolios.
WHEREAS, the Manager desires to retain the Adviser to provide investment
advisory services to the Diversified Conservative Growth Portfolio of the Fund
(the "Portfolio") in connection with the management of the Fund and to manage
such portion of the Portfolio as the Manager shall from time to time direct, and
the Adviser is willing to render such investment advisory services.
NOW, THEREFORE, the Parties agree as follows:
1.(a) Subject to the supervision of the Manager and of the Directors of the
Fund, the Adviser shall manage such portion of the investment operations of
the Portfolio as the Manager shall direct and shall manage the composition
of such portion of the Portfolio including the purchase, retention and
disposition thereof, in accordance with the Portfolio's investment
objective, policies and restrictions as stated in the Prospectus (such
Prospectus and Statement of Additional Information as currently in effect
and as amended or supplemented from time to time being herein called the
"Prospectus") as delivered to the Adviser from time to time by the Manager
and subject to the following understandings:
(i) The Adviser shall provide supervision of such portion of the
Portfolio's investments and determine from time to time what investments
and securities will be purchased, retained, sold or loaned by the
Portfolio, and what portion of the assets it manages will be invested or
held uninvested as cash.
(ii) In the performance of its duties and obligations under this
Agreement with respect to the portion of the Portfolio it manages, the
Adviser shall act in conformity with the Articles of Incorporation,
By-Laws and Prospectus of the Fund and the Portfolio to the extent that
the Manager provides all pertinent information to Adviser relating to
other investments held by the Portfolio or the Fund. In the performance of
its duties and obligations under the Agreement, the Adviser shall act in
conformity with the written instructions and directions of the Manager and
of the Directors of the Fund and will conform to and comply with the
requirements of the 1940 Act, the Internal Revenue Code of 1986, as
amended, and all other applicable federal and state laws and regulations
to the extent that the Manager provides all
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pertinent information to Adviser relating to other investments held by the
Portfolio or the Fund.
(iii) The Adviser shall in its discretion determine the securities
and commodities or other assets to be purchased or sold by such portion of
the Portfolio and will place orders pursuant to its determination with or
through such persons, brokers, dealers or futures commission merchants
(including but not limited to Prudential Securities Incorporated) to carry
out the policy with respect to brokerage as set forth in the Fund's
Registration Statement and Prospectus or as the Directors may direct from
time to time. In providing the Portfolio with investment supervision, it
is recognized that the Adviser will give primary consideration to securing
best execution. Within the framework of this policy, the Adviser may
consider the financial responsibility, research and investment information
and other services provided by brokers, dealers or futures commission
merchants who may effect or be a party to any such transaction or other
transactions to which the Adviser's other clients may be a party. It is
understood that Prudential Securities Incorporated may be used as
principal broker for securities transactions but that no formula has been
adopted for allocation of the Portfolio's investment transaction business.
It is also understood that it is desirable for the Fund that the Adviser
have access to brokerage and research services, as such services are
defined in Section 28(e) of the Securities Exchange Act of 1934, including
supplemental investment and market research and security and economic
analysis provided by brokers or futures commission merchants who may
execute brokerage transactions at a higher cost to the Fund than may
result when allocating brokerage to other brokers solely
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on the basis of seeking best execution. Therefore, the Adviser is
authorized to place orders for the purchase and sale of securities and
commodities or other assets for the Portfolio with such brokers or futures
commission merchants, subject to review by the Directors from time to time
with respect to the extent and continuation of this practice. It is
understood that the services provided by such brokers or futures commission
merchants may be useful to the Adviser in connection with the Adviser's
services to other clients and not all research may be used by the Adviser
for the Portfolio.
On occasions when the Adviser deems the purchase or sale of a
security, commodity or other asset to be in the best interest of the
Portfolio as well as other clients of the Adviser, the Adviser, to the
extent permitted by applicable laws and regulations, may, but shall be
under no obligation to, aggregate the securities, commodities or other
assets to be sold or purchased in order to obtain best execution. In such
event, allocation of the securities, commodities or other assets so
purchased or sold, as well as the expenses incurred in the transaction,
will be made by the Adviser in the manner the Adviser considers to be the
most equitable and consistent with its fiduciary obligations to the Fund
and to such other clients.
(iv) The Adviser shall maintain all books and records required by
subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of
Rule 31a-1 under the 1940 Act with respect to the portfolio transactions of
the Portfolio for which it is responsible and shall render to the Directors
such periodic and special reports as the Board may reasonably request.
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(v) The Adviser is not authorized to accept delivery of cash or
securities for the Portfolio or to establish or maintain custodial
arrangements for the Portfolio. The Fund shall choose a custodian (the
"Custodian") to hold physical custody of the assets of the Portfolio. The
Adviser shall provide the Custodian on each business day with information
relating to all transactions concerning the portion of the Portfolio's
assets it manages and shall provide the Manager with such information upon
request of the Manager. The Adviser shall reconcile its records of the
Portfolio's securities and cash managed by the Adviser with statements
provided by the Custodian at least once each month. The Adviser shall
provide the Manager with a written report on each such reconciliation,
including information on any discrepancies noted and actions taken by the
Adviser in response thereto, by the tenth business day of the following
month.
(vi) The investment management services provided by the Adviser
hereunder are not exclusive, and the Adviser shall be free to render
similar services to others.
(vii) The Adviser shall furnish at its own expense all necessary
services, facilities and personnel in connection with its responsibilities
under this Agreement. It is understood that the Portfolio will pay all of
its own expenses, including without limitation: governmental fees; interest
charges; loan commitment fees; taxes; fees and expenses of independent
auditors, legal counsel and any transfer agent or registrar; expenses of
issuing or redeeming shares and servicing shareholders' accounts; expenses
of preparing, typesetting, printing and mailing notices and reports to
shareholders and regulators; expenses connected with the execution,
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recording and settlement of securities transactions; insurance premiums;
fees and expenses of the Custodian for all services to the Portfolio;
expenses of calculating the net asset value of the Portfolio, including but
not limited to the fees of independent pricing services; and such
non-recurring or extraordinary expenses as may arise including those
relating to actions, suits or proceedings to which the Portfolio or the
Fund may be a party.
(b) Services to be furnished by the Adviser under this Agreement may
be furnished through the medium of any of its directors, officers or
employees.
(c) The Adviser shall keep the books and records required to be
maintained by the Adviser pursuant to paragraph 1(a)(iv) hereof with
respect to the portion of the Portfolio it manages and shall timely furnish
to the Manager all information relating to the Adviser's services hereunder
needed by the Manager to keep the other books and records of the Fund
required by Rule 31a-1 under the 1940 Act. The parties agree that all
records which Adviser maintains for the Portfolio are the property of the
Fund and the Manager. The Adviser will surrender promptly to the Fund any
of such records (or copies thereof) upon the Fund's request. The Adviser
further agrees to preserve for the periods prescribed by Rule 31a-2 under
the 1940 Act any such records as are required to be maintained by it
pursuant to paragraph 1(a) hereof.
(d) The Adviser agrees to maintain compliance procedures which it
deems adequate to ensure its compliance with the 1940 Act, the Investment
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Advisers Act of 1940 (the "Advisers Act") and other applicable state and
federal laws and regulations.
(e) The Adviser shall furnish to the Manager copies of all records
prepared in connection with (i) the performance of this Agreement and (ii)
the reports prepared in accordance with the compliance procedures
maintained pursuant to paragraph 1(d) hereof as the Manager may reasonably
request.
2. The Manager shall continue to have responsibility for all services
to be provided to the Portfolio pursuant to the Management Agreement and
shall oversee and review the Adviser's performance of its duties under this
Agreement.
3. The Manager shall compensate the Adviser for the services provided
and the expenses assumed pursuant to this Subadvisory Agreement at the
annual rate of .50 of 1% of the average daily net assets of the portion of
the Portfolio managed by the Adviser. This fee will be computed daily and
paid monthly.
4. The Adviser shall not be liable for any error of judgment or for
any loss suffered by the Fund, the Portfolio or the Manager in connection
with the matters to which this Agreement relates, except a loss resulting
from willful misfeasance, bad faith or gross negligence on the Adviser's
part in the performance of its duties or from its reckless disregard of its
obligations and duties under this Agreement.
5. This Agreement shall continue in effect for a period of more than
two years from the date hereof only so long as such continuance is
specifically approved at least annually in conformity with the requirements
of the 1940 Act; provided, however, that this Agreement may be terminated
by the Fund at any time, without the payment of any penalty, by the
Directors or by vote of a majority of the outstanding voting securities (as
defined in the 0000 Xxx) of the Portfolio, or by the Manager or the Adviser
at any time, without the payment of any penalty, on not more than 60 days'
nor less than 30 days' written notice to the other party. This Agreement
shall terminate automatically in the event of its assignment (as defined in
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the 0000 Xxx) or upon the termination of the Management Agreement.
6. Nothing in this Agreement shall limit or restrict the right of any
of the Adviser's directors, officers or employees to engage in any other
business or to devote his or her time and attention in part to the
management or other aspects of any business, whether of a similar or
dissimilar nature, nor limit the Adviser's right to engage in any other
business or to render services of any kind to any other corporation, firm,
individual or association.
7. During the term of this Agreement, the Manager agrees to furnish
the Adviser at its principal office all prospectuses, proxy statements,
reports to shareholders, sales literature or other material prepared for
distribution to shareholders of the Fund or the public, which refer to the
Adviser in any way; provided, however, that any such item which describes
the Adviser or characterizes the Adviser's investment process with respect
to the Portfolio, or discloses the names of any of its clients (other than
the Fund or advisory clients of the Manager and its affiliates) or any of
its performance results shall be furnished to the Adviser by first class or
overnight mail, facsimile transmission equipment or hand delivery prior to
use thereof, and such item shall not be used if the Adviser reasonably
objects to such use in writing within five (5) business days (or such other
time as may be mutually agreed) after receipt thereof.
8. This Agreement may be amended by mutual consent, but the consent of
the Fund must be obtained in conformity with the requirements of the 1940
Act.
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9. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.
10. All notices, reports and other communications required to be in
writing shall be delivered in person or sent by firsts-class mail postage
prepaid, overnight courier, or confirmed facsimile with original to follow.
If to Adviser:
Franklin Advisers, Inc.
000 Xxxxxxxx Xxxxxx Xxxx.
Xxx Xxxxx, XX 00000
If to Manager:
The Prudential Series Fund, Inc.
0 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000-0000
Fax (000) 000-0000
Attention: General Counsel
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By __________________________________________
Name:
Title:
FRANKLIN ADVISERS, INC.
By __________________________________________
Name:
Title:
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